Slick Roads: Takeaways from the FTC’s Approval of a Contentious Oil Industry Merger

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This Spring, the Federal Trade Commission (“FTC”) cleared an acquisition combining California oil refineries without seeking a divestiture or any other relief. This transaction—Tesoro Corporation’s (“Tesoro”) acquisition of certain assets of BP p.l.c. (“BP”)—cleared despite the FTC’s history of aggressive enforcement in the very same product and geographic market, as well as heavy political opposition to oil -industry mergers. This article identifies takeaways or lessons for antitrust-sensitive transactions. While the setting is the oil industry in California, the lessons apply across a variety of industries and have particular importance when facing government skepticism and political opposition.